Look Upon Me
by D-Chan4
Summary: In the face of the loss of Gwen, Kevin gets a new start but he's using his old rules. Trying to live a human life proves too much to handle.
1. Chapter 1

Title: Look Upon Me

Rated: PG

Summary: In the face of the loss of Gwen, Kevin gets a new start but he's using his old rules. Trying to live a human life proves too much to handle.

AN: There is a story line, but these chapters are drabbles strung together to form the story, you get to fill in the blanks.

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She was crying during the movie. It was no big she had hide it as a sad moment that she just couldn't hold back from. It was over. It was going to be over. She hadn't told him, couldn't bare it. She was going to be decommissioned. She was clutching her dress, her fifteenth birthday was tomorrow, she was suppose to go to a dinner with her mother and father and Kevin was invited too. Would she remember who he was? When were they going to decommission her? She knew it was tomorrow, they had kept her on longer due to the fight against Fuse. But his power was waning, his attacks lessening, they were too scared of her. Her work with Father and the other adults to fight against Fuse scared them the most. She had already heard whispers behind her back of pressing to decommission her. The kids were scared of her monthly fits of rage and sickness when her period came about. They didn't understand it was beyond her control. Her body, her life, and her very existence was rebelling against what she wanted. Not that she would miss that life. If being an adult meant she could keep Kevin by her side and understand him better she would, but what would decommissioning involve?

"Sarah?" Kevin question in that voice that she hated. It was his concerned voice. The voice he always gave her when she left him to fly with monkeys, how that was possible she didn't question. Or when she had to do a mission for Numbah Two. It was like he didn't trust her to keep herself safe. He couldn't even trust Ben to keep her safe, she had been on a few missions with the Alien Master himself at the space port.

"Yeah?" She choked back watching the credits roll. Would she remember what the Earth looked like from the Moon Base? How much would she forget? Though perhaps she wanted to forget, the Moon Base was still deserted, the children there were only alive because the Plumbers had come to their rescue. It had been one of the first alliances formed at the start of the war against Fuse.

"It wasn't that sad was it?" He whispered running a rough hand against her cheek. Feeling her tears wiped away she offered him a smile. Shaking her head she forced herself to stand up. Her ankle still hurt from her fall down a hill, but she did her best to hide it from Kevin. He was always so worried for her. Ever since he lost Gwen and his fixation on her... he treated her like glass. It was endearing the older she got but she was still a Kid Next Door and they could take care of themselves.

His hand instantly gravitated to the small of her back as they left the screen room. He was so warm and kind to her. She knew he wasn't getting everything he wanted in the relationship. She was only just beginning to learn about what boys and girls did behind closed doors at school. Why he was still with her at his age she wasn't sure. Either way she knew that was why her parents always gave him dirty looks as they left in his car.

The dull noise of the people in line for the next round of movies plummeted her mood even more. None of these people knew. Well perhaps some of the adults certainly but not the children. Unless they were KND. Unless they had the technology to see behind Fuse's cloaking. They had no clue about the war raging on about them. The lives lost every day to Fuse and the grounds overcome with fuse matter and monsters. Shaking her head she inched closer towards Kevin as they slipped out the front door heading to his familiar car.

"Whats on your mind Seven?" He muttered darkly. It was their code to speak of Fuse matters in public. If she replied it meant fuse was on her mind, if she didn't he knew to be concerned for her public life.

"I worry that my troubles will never end." She whispered softly leaning into his warmth fighting the urge to cry some more. She's really have to explain herself then, it was to late to blame any more tears on the movie. Tomorrow filled her with such dread she was tempted to ask him to pull over to a back road and do whatever adults did. Did such an unforgettable experiences survive decommissioning? Shaking her head she thought if her love of Kevin was not strong enough to survive decommissioning maybe she didn't deserve it.

"Don't worry. I'll keep you safe." He said in a steely voice no doubt his mind turning to the death of Gwen.

"I know you will." She smiled her hands numbly latching on to the unforgiving metal of his car. She was so scared. She wanted to tell him to drive and never stop. She didn't want to go home. Going home meant she willingly accepted her decommissioning tomorrow. Shaking her head again she popped the door open and slipped inside. The drive back to her house was filled with idle chit chat about the movie. It had been a drama that had not ended well for the Hero. She tried to not related to her life, she could not cry in front of Kevin. She didn't want to worry him needlessly. Before she knew it she was sitting in his car parked in the driveway of her house.

Kevin was leaning over the clutch his arms around her shoulder in a tight hug. "I love you." He whispered hotly into her ear sending a shiver down her spin. He often promised of the things he would do to her when she was sixteen. Only ever in the heat of whatever took him and was just now beginning to show itself in her own growing body. She felt his dry lips press onto her cheek for a moment as though he was considering if it was alright to kiss her. She pulled away turning her head to invite him. She was old enough for kissing. Maybe even a little... petting as the girls in her math class had said. No doubt her Agent friends would protest that she even willing went on a date with a boy. She watched his tongue dart out to wet his lips, which just seemed to excite her more. He was pushing her into the door his body overcoming her as he kissed her.

His tongue was in her mouth. He didn't do it often, in fact she was almost positive less then ten time could she recall him getting so 'wild' with her. However, that was the least of her worries as his arms slipped from her shoulders. Moments later his hot hands were traveling up her skirt to clutch at her thighs. Breaking away from the kiss he groaned, "You should get inside before I can't help myself. I'll see you tomorrow." He said in a harsh strained voice. She nodded quickly popping the door open her legs still burning from his touch, her body dizzy with excitement. She could scarcely recall climbing up the stairs ignoring her parents curious questions from the living room. Slamming her door behind her inviting her parents NOT to talk to her, she dropped her purse on the floor.

She frowned when she felt she wasn't alone. Looking at her desk she saw a glowing green form. Dread filled her as the figure stood up it's long flaming tendrils of orange hair menacing in the night light filling her room with a soft glow. "Why would Fuse send you after just a plain operative?" She snapped wondering not for the first time if fusion creatures could understand English.

The figure shook it's head stepping forward. Taking a step back her butt hit the door and she cringed. She wanted to scream, but her parents had no clue of the world she lived in and Kevin was no doubt already gone. Her nearest weapons were hidden under junk beneath her bed. It was the safest place for it not to be found, though no good to her now.

"What do you want?" She insisted once more as the fusion figure stepped even closer it's eyes glowing a fierce yellow hue.

"Knowledge," The creature croaked once before it laid it's hands on her face. She felt sick to her stomach as the fusion matter began to spread from the creature into her nose and mouth. She wanted to cry out KND rules be damned, but she couldn't breath. Her hearing was drowned out as matter filled her ears and she went blind.

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Kevin frowned as he parked his car in front of his girlfriend's house. There was yellow police tape over the door, but no one was around. It was four in the afternoon. He should have known when she didn't call. Frowning he jogged up the steps slipping carefully through the police tape as not to show any signs that he was there.

Inside he wasn't surprised to find Numbah Two looking about the living room. "What happened here?"

"Operative Seven Fifty Two is missing. She was due for decommissioning today. Fusion was here... her parents are dead." He ended tartly. Kevin frowned, seems Numbah Two would be due for decommissioning soon himself if they didn't keep him for the battle. He was growing up, no longer afraid or uneducated about death. "We should have put a watch on her... it's becoming a pattern. The last three Operatives to be decommissioned have disappeared and their families murdered."

"Murdered? Why is Fuse having the families killed now?" He frowned.

"If I had to guess... no one will go looking for them you know? Parents worry about their kids. I know mine do... no parents- no one to worry. The question you should be asking though," The shorter boy frowned, "is why does he want our ready to decommission operatives and are they still alive?"


	2. Chapter 2

Title: Look Upon Me

Rated: PG

Summary: In the face of the loss of Gwen, Kevin gets a new start but he's using his old rules. Trying to live a human life proves too much to handle.

AN: There is a story line, but these chapters are drabbles strung together to form the story, you get to fill in the blanks.

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"Come on Kevin we need to get a move on Ben needs us!" Gwen shouted dashing past him as she climbing into the air on her mana plates. He smirked swing his arm forward crushing a metal monster held together by fusion matter. He did so love chasing Gwen's cute rear, not that he would say it aloud. She would smack him for sure. She shattered a large window open with a mana sphere still running through the air into the house. Kevin grinned when he saw a fusion monster break through the opposite wall screaming. Ben was probably wandering around as Four-Arms again. He did so love throwing things when he was Four-Arms

Just as Kevin was going to break down the door with his metal over skin in place he was shocked. Four-Arms flew through the door encased in Gwen's typical pink mana bubble. He fell to the floor and spun tangled up in Four-Arms. Still dazed from the fall he shouted as his ears rang from a loud explosion. Even though he was encased in metal skin he felt the bang of his head on the concrete as they rolled to a stop. Scrambling onto his feet his eyes searching for Gwen, he was greeted by a burning house.

"Gwen!" He shouted looking around for her tell tale mana signs. The roof blew off as the fire continued to consume the house. His eyes darted to broken windows as the flames licked up the frame. He shouted as a wall gave in and the flames double in on themselves.

"Gwen!" Ben cried out next to him. He felt himself pushed aside as Ben rushed back into the burning building.

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Startled from his dream he looked about bleary idea trying to forget the memories that haunted him. Gwen had been dead and gone for quite a while. He had moved on finally and found Sarah and now she was gone. He didn't think he had it in him to love again. He had kept her close. Thought he was keeping her safe in a way he had failed Gwen. But still Fuse had robed him again. He sighed finally climbing out of his car's back seat.

He looked about wondering where Ben was hiding on the estate. They were due for a mission today and the only reason Kevin had slept in his car was his laziness. He supposed that was a better change in his grief. With Gwen he had felt so confused, as though a limb he had always counted on was suddenly gone. He found day to day functioning hard expecting her to be there. But with Sarah's loss he just felt empty. He missed her, but the will to do anything had escaped him. He wanted to lay in bed and sleep until he died.

"Hey Levin lets get a move on." Ben chirped tapping on his Omnitrix heading towards Ken's car. He frowned realizing he had lost precious minutes of his life and could hardly remember Ben walking up to him, let alone saying hi.

"Yeah sure, lets go, what's the mission." he grumbled retracting his few steps back to the car. Getting inside he was sad his body didn't savor the feeling of the leather and the steering wheel under his hands. Starting the car he attempted to muster the focus he would need to drive.

"Fusion spawn have taken up roost in part of Sector Five. Number Two wants us to clear out the spot so Dexter can set up another lab. He needs the space to do some experiments to fight to Fuse." Ben rattled off throwing in tid bits of area information that Kevin ignored. He followed where the excited brunette pointed nodding out of habit. The teen was already winding up for the fight that was promise while Kevin was dreading expending the energy. He really didn't want to put forth the effort to make a new skin let alone brawl his way through the place.

Parking the car in front of the creepy boarded up building he frowned. He could smell the Fuse stench through the open car window. It was a good thing the area was abandoned or people heading towards the scent would meet for a nasty surprise. He could already see the infantry of Fuse's army lounging in the bushes. The little candy shaped monsters were glaring at him menacingly. Glaring back at the creatures he exited his car with a slam of his door.

"Hey, not that it's my car... but could you slam the door any harder?" Ben grunted his foot steps loud in the barren area. He had no doubt that fuse infested zones could put deserted cowboy towns to shame.

"Bite me Benny. Lets get this over with, I want to go to sleep." Not waiting for a reply he touched the handle of his car door lovingly, feeling the metal coat his skin. He could do another night; make himself angry somehow to finish the job. Then he could go home to sleep. He needed to sleep so much the urge nearly cause his eyes to roll back in his head.

"Yeah yeah... hero time I know." The shorter teen sighed as the annoying sounds of his Omnitrix going off. Kevin nodded mostly to himself as he took off running straight for the door. The fuse spawn tried to nip at his feet, but he was too fast colliding through the door with a loud crack. He looked around slightly dazed by the action for a moment. There was a stunned person shaped fusion staring at him with yellow eyes. It had a KND-issue sword in it's hands. Another unfazed by his entrance was already pointing it's megaphone at him. Not that KND issued weapons did damage to him, but they did tend to bludgeon him to death or leave his ears ringing. Growling he punched the first creature square in the jaw. It fell to the floor like a paper doll as he charged for the more alert second one.

He gave a pained shout as the sonic wave from the gun rang through the air. The megaphone shattered as his metallic coated hand connected with the fragile center piece. This fusion creature let out a high pitched shriek dropping the gun. Startled by the unusual response Kevin stopped and watched the fuse run away from him. It scrambled to it's fallen partner glaring at him. Ben sauntered into the room as Big Chill, "Whats going on here?" His altered voice questioned as his glowing eyes focused on the fusion pair.

The fuse spat at them it's inky teeth gleaming in the low light of the sun set. It's red tongue poked out for a moment before it turned sharply to the right staring at a wall. "What are those..." Ben questioned again. Kevin shrugged unsure if he should continue the fight as the fusion creatures were not actively fighting them. He frowned seeing the fusion creature pick up it's partner cradling the fallen comrade protectively.

A third fuse appeared walking provocatively down the stairs. It's green oozing legs swaying as though it were human. "Kevin look!" Ben hissed pointing at the creature. Kevin took a defensive stance as the creature reached the landing. It was a tall willowy fuse with half a head of long honey colored hair. Very similar to how Gwen's hair had been. The fuse smirked at them it's mouth glowing an awkward shade of pink as it took a protective position in front of the two shorter fuse monsters.

"Why are they holed up here Ben? Did the orders say?" He growled waiting for the dominate looking fuse to do something.

"No. In fact these things aren't suppose to be here. There are no reports of human like fuses other then the ripped off heroes that we have to kill here and there. There should only be spawn... do you think we should take them back to Dexter to examine?" Ben added his voice filled with uncertainty.

"Leave." The dominate fuse groaned wisps of pink smoke falling from its lips.

"Mother never taught you manners." Ben hissed his wings flaring out as he jumped for the creature. "You say hi!" He giggled as he collided into the creature knocking it off it's feet. The gunless fuse creature let out another violent shriek wrestling the first fuse's sword from it's limp hands.

Rushing in Kevin knocked the sword free lifting the fuse off the ground by it's neck. "Two against one isn't fair odds your fight is with me." He could hear Ben scuffling with his opponent, but he paid it no mind as he swung the fuse left and right by it's neck. The creature howled in pain, which was unlike a normal fuse. They didn't feel any pain at all as far as he knew. He was almost positive something was not normal with the fuse as he toss it into the air. It crashed into the wall breaking a picture frame of the abandoned house's family. The creature slumped to the floor out cold. "Ben..." he muttered, "these aren't normal... we have to take one back."

"Really?" Ben shot back sarcastically as the fusion he was wrestling let out an energy blast that tore through one of his wings.

"Gwen!" Kevin hissed dodging the stray pink beam before it got him. The fuse stilled at his shout leaving Ben the opening he needed to knock it out. With a well placed mouth blasted the creature collapsed.

He caught the fuse creature before it hit the floor his Omnitrix powering down leaving the human Ben in Big Chill's place. "Do you think?" Ben said trying not to sound hopefully as he cradled the monster in his arms. Kevin walked across the room peering intently at the sleeping fuse.

"No clue... but if it is... that means..." He croaked feeling his heart break. These weren't normal fusion. They didn't fight until they died. In fact they couldn't unlike their brethren. He noticed they felt pain, they reacted, he had even managed to ambush the pair with his violent charge into the house. Normal fuse would have attempted to dog pile him before the first shard of door had hit the floor.

"What if it's just a clone." Ben said trying to counter his hope. Kevin wanted to join him, but he wanted this to be real. Wanted to feel this pain blossoming in his heart.

"You and I both know, even if they are clones these fuse are different." He jumped at the sound of movement. He turned to see two fusion junk monsters picking up the fallen fusion. "Hey!" He snarled as though that would stop them. True to their nature, the junk creations rushed their work one running out the door with the gunner in it's arms. The poor sword fusion was dragged across the ground like a doll as the monsters retreated with all the haste of a guilty party.

"This is gonna be one hell of a report." Ben grumbled though he seemed content to have captured one. Ken could help but wonder if this fuse truly was Gwen, who were the other two? Several KND operatives had gone missing. Perhaps one of the was Sarah?


	3. Chapter 3

Title: Look Upon Me

Rated: PG

Summary: In the face of the loss of Gwen, Kevin gets a new start but he's using his old rules. Trying to live a human life proves too much to handle.

AN: There is a story line, but these chapters are drabbles strung together to form the story, you get to fill in the blanks.

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Sarah sat quietly thinking on Kevin's couch. She had of course, this morning, been released from her tube. Dexter had had fun experimenting on her and her fellow agents to revert them to humans once more. That had been easy enough for him it seemed. But she was still left with her life as it was. Her parents were dead, her house was filled with a new family that didn't know, or seem to care if they did know about their deaths. Kevin had told her she could stay the night if only for some semblance of her former life.

Ben had stared at her in pity and she hated it. He was always looking down on her, like she couldn't take care of herself. Though perhaps he was right. She had fallen under Fuse's power and been doing his work for some time.

The door slammed open breaking her from her thoughts. She jumped off the couch her senses ready to fight. Her eyes darted over the small apartment looking for the most useful weapon. Eyes locking on the open door and Ben's confused expression, she relaxed. "Hey." She mumbled weakly. She was still tired from the change back, still learning how her body worked once more. Most of it was muscle memory, Dexter had assured her as much, but still her body was refusing to work at one hundred percent.

"Come on Ben inside already." Gwen insisted pushing her cousin in. Sarah stilled listening quietly. She didn't like Gwen. Gwen was the third member of the team she had never met until yesterday. Apparently she had been under the same sway, but easier to free and thus had weeks ahead of her of readjusting to the world. She was jealous and uneasy around the red head and other then that she wasn't entirely sure why.

"That's my girl." Kenny giggled walking into his apartment. Sarah's eyes narrowed as the teen's eyes settled on her. He look startled only a moment as though he had forgotten she was staying there. She was still in her plain jeans and a white shirt, all that Dexter could spare. She felt so very plain and forgettable at that moment.

"So... how was the fight?" She questioned not forgetting that what Kevin had said was not directed at her. Had Gwen been 'his girl' before she was 'his girl'? Of course she was, she shook her head suddenly recalling things she had done her best to forget.

Gwen was the girlfriend he had been grieving over when they had met. So rarely spoken of it hadn't hit her until that comment. She didn't wait for an answer as the air seemed unable and unwilling to enter her lungs. "She doesn't look so good..." Gwen noticed stepping towards her.

She refused to be touched by that girl. Her mind raced with emotions more then thoughts as she turned towards the bathroom door. Crossing the small living room quickly she slipped into the room slamming the door shut behind her. She began to see spots as she turned the lock. Dizzily she turned to the bathtub looking for anywhere to rest. Two steps into the bathroom she noticed the toilet as her stomach turn.

Outside Ben stood beside the door hearing the suddenly gross sounds of vomiting. "Well you were right..." He winced as Sarah loudly heaved again. He tested the knob finding it locked. She was more then just sick, sick people wanted help. Sick people that sounded violently ill inside the bathroom would want people holding their hair back or rubbing their back. She clearly wanted to be alone in her illness.

"Ah- well..." Kevin mumbled. "No dinner for her it looks like." He looked at Gwen blushing and Ben frowned. Kevin was just asking for a lot of trouble. Gwen had been freed weeks ago and they hadn't thought twice about seeing each other. They hadn't officially become a thing yet, but how easy Kevin seemed with the situation bothered him. Any man with two former girlfriends still very interested in him should be scared.

"Must be a side effect for full humans. I never got ill from changing back." Gwen stated as a matter of fact. Walking away from the bathroom door Ben slipped into the kitchen wondering how Kevin could live in such a small place.

Gwen joined him, Kevin following quickly behind putting the take out they had picked up after the fight on the counter. Ben's hand found the smoothie cup without resistance and he pushed depressing thoughts from his mind as he tasted bliss.

Sarah felt horrible even as she climbed out of the shower. She had slept in the tub after her episode with the toilet. She woke up smelling of vomit and had a pain in her neck that just refused to go away. Her clothes didn't feel fresh anymore and stepping on them with her wet feet, were out of the option in her mind.

Wrapping up in a towel she found in a cupboard she exited the bathroom expecting no one to be there. She hadn't heard noise all morning, but she still remembered all the friendly banter last night over food. Their mere mention of food last night still made her stomach curl. Wincing she opened the door hugging the towel to her body and praying her stomach wouldn't jump again.

"Hey." Kevin's calm voice caught her attention. Her eyes snapped to the couch she had been roosting on last night. He was sitting shirtless in his jeans, a manual of something opened on his lap. She could see colorful diagrams and alien language on the page. Probably a manual to some intergalactic sports car knowing him.

"Hi." She answered back still remembering his comment to Gwen yesterday. Her stomach flipped again and she stumbled. "There isn't anything left in you stop it!" She hissed to her stomach. She leaned on the door frame to the bathroom her neck throbbing. She ignored Kevin's worried expression as he got up to help her. Instead she focused on keeping her stomach in control and fighting the dry heaves threatening her throat.

His arms wrapped around her as he spoke. "Hey you going to be okay? You haven't eaten anything in a while."

"I'll be fine." She said crossly not wanting him to touch her. Did he hold Gwen as tenderly? Had he done it with her before he had even met her? They were older, they probably had. How deep was their relationship? Why hadn't she bothered to care before? Maybe because she had thought Gwen was dead. She was angry with herself for being so stupid. For not giving Kevin everything he had wanted, when he had wanted it, and how he had wanted it. This doubt that she still had his heart was snowballing inside of her. All because someone else was 'his girl'.

"No your not. Please eat something for me." He urged her. A hand took hold of her chin pushing it up forcing her to look at him.

He leaned in and kissed her before her mind could get her body into gear. She was still weak, weak in will against him despite her distrust of the situation. As he sucked gingerly on her lips she wanted to beat her fists into his chest and demand and explanation for his comment towards Gwen.

He pressed her to the door frame running his tongue across her lips. A move he hadn't done before and that she didn't really like. Had he done that with Gwen? Yet again her protest was stalled by his actions his tongue slipping into her mouth. Her hands that had been pressed into her stomach clutched the towel. He was acting like nothing had changed!

His kiss grew rough and longing as he forced her against the wall. Her spine was protesting the door frame as it dug into her skin, but her mind was shutting down. This was one of the kisses she had missed, though at the time she couldn't remembering what it was. One of the few things she had always felt was missing as a Fuse minion.

Letting a groan out into his mouth, she gave into him. Pressing his full weight against her struggled against him for some relief from the pressure. Her hands abandoned clutching her towel in favor of wrapping around his neck.

"Missed you babe." He gasped breaking their kiss.

"Love you too." She said automatically. A kiss like that, often was followed by a declaration of love, or a push telling her to get away before he did naughty things. She blinked his words registering after she had said hers. She blushed suddenly feeling stupid. "I need to get dressed." She insisted slipping out of his grip. He let her pushing him back boneless which only flustered her more.

He had never been so disarmed when she had said that before. Did he no longer believe she loved him? Or worse yet, did he no longer love her? Entering his bedroom and locking the door behind her she growled. She had let her mind wander again and was now shamefully cornered by her stupid words in his room with no real change of clothes.

She heard him moving on the other side of the door. "I'm going to make breakfast... do you want some?" He asked softly. On the other side of the door his fingers stroked the wood wanting to ease whatever pain he had caused her. He loved protecting her, but right now he was still trying to remember how he had done that. It seems everything he had done was backwards. He had been on the wrong foot when she had been recovered. Unlucky enough to have been on a date with Gwen when he had gotten the news.

"No I'm fine." She croaked in that voice that screamed she was crying. He nodded defeated. Heading back to the couch he sat down. The manual he had been inspecting lay forgotten. He had lost his appetite.


	4. Chapter 4 & Chapter 5

Title: Look Upon Me

Rated: PG-13

Summary: In the face of the loss of Gwen, Kevin gets a new start but he's using his old rules. Trying to live a human life proves too much to handle.

AN: There is a story line, but these chapters are drabbles strung together to form the story, you get to fill in the blanks.

Extra – An : Sorry for the delay in posting folks. I've been moving, holiday, blah blah blah. Life in general. I'm doing my best and hopefully in the next few weeks you will see more updates and some of the stories being completed. Thanks for the favs+ and alerts! Keeps me going and I hope you enjoy the story.

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Kevin slammed the door angrily stalking into the room. Ben and Gwen jumped from the noise. They had stopped meeting at his place for quiet some time, but they had no choice tonight. Ben's parents were having a dinner and Gwen's family was baby sitting. Not the kind of thing to get involved with plumber business.

"What this time..." Gwen smirked at him enjoying his lovers spat. He growled throwing himself on the couch. Turning pointedly to Ben, he said sourly, "Whats going on this time Benji."

"Well you know same old stuff different day. Vilgax is up to something." Ben said sucking on a smoothy pretending Kevin's attitude wasn't there.

Gwen nodded her eyes staring at Kevin playfully, "I could always Anodite up and show him whose boss you know." The door swung open and before Kevin could turn around a pillow was thrown in his face. Gwen burst out laughing even as Ben's eyes traveled to Sarah's face. What had they fought about this time that had gotten her crying. The door promptly slammed once more.

Kevin looked livid but he merely tossed the pillow to the ground adding harshly, "You know going Anodite is bad for you. We'll do it the hard way."

Taking another slip of smooty bliss he finally spoke. "Aren't you going to talk to her? She's looks pretty upset."

"No, you can talk to her it's not like she listens to me." He growled squeezing the pillow. Frowning Ben stood up. It was never good for Kevin to be so angry and with his history. He wondered how much he was holding back from just hitting his girlfriend. More over why he had gotten so angry at her. "I was joking." He added putting his arm in Ben's way.

"Well I'm not. Let me talk to her, better then her coming in and throwing more things at you when we're trying to get work done."

"He does have a point." Gwen added in, her laughing over with. She waved him towards the room as if the action would make Kevin change his mind. Oddly enough he put his hand down. Ben stared at him for a moment trying to see if there was something going on between his cousin and Kevin still. He was almost positive they had not parted on exactly agreeable terms.

Making his way quickly to the bedroom door he slipped in desperate to get out of the room not sure it had been the right idea. The door clicking behind him he felt infinitely better out of Kevin's reach for the moment. When they fought they fought hard and he really wasn't up for it right now.

"Hey." He said weakly looking at Sarah's form in Kevin's bed. She was crying into the pillow her body heaving with the effort.

"Ke-" She turned excitedly to Ben's voice. For a moment he saw utter happiness that died when she realized he wasn't her boyfriend.

"Ah yeah. So... why are you crying?" He muttered leaning against the door.

She turned away from him finding it favorable to stare at the wall. "He won't take me to the movies."

"Really? Thats all?" Ben said flabbergasted. Why was Kevin dating such a easy to upset girl. Granted they all had history in the fight against Fuse, but if she was really like this he hoped Kevin moved on soon.

"He won't even tell me why he says no." She shot back hearing his voice.

"Oh. Yeah that sucks..." he stepped forward feeling the distance between them was making the situation worse. Every time he attempted to comfort Julie, he was by her side or vice versa.

"I'm just going with some friends from school. Why won't he let me go!" She sobbed burying her face once more into the pillow.

"He doesn't want to go with you?"

"Plumber business." She spat looking up at him. Her glare stopped him mid way to her. He frowned, so that was part of the problem.

"You're mad that he had to do plumber business instead of go with you?" Ben stated trying not to sound to irritated with her.

"Yes, but he still won't let me go! I even asked if someone would pick me up so he didn't have to drop me off, but he still said no." She snapped sitting up finally staring at him with her tear stained face.

"No offense Sarah but he's your boyfriend not your Dad. If you want to go with your friends then go." He snapped back tired of her ranting. He pointed at the window knowing he'd get and ear full from Kevin later. The girl was already dressed to go that much he could see. "You might want to wash your face before you do though."

She laughed for a moment rubbing away her tears. "No way. JT will totally be into my weepy chick look. It's not fun going without a date." She reached for her purse eying the window curiously. "Um.. probably should wait until you leave the room. Don't want to let Kevin think you gave me the idea."

He blinked. She was pretty smart. That might be a bad thing for Kevin. He gave a nod returning to the door, "You do know he'll get mad at you if he finds out right?"

"As if he'll notice. Half the time he isn't here because of work the other half of the time he's out doing plumber business with you guys. He comes home to eat, sleep, and fuck. Now off with you, I gotta get out of here and down the street so JT can pick me up before the movie starts. I almost called it off." She smirked reaching under the bed to shuffle for shoes.

Ben shrugged not sure he cared to know about Kevin and Sarah's sex life. Though the way she spoke about it school seemed to be the only time she was away from the place. She was an orphan after all and Kevin had made sure that Gwen and Ben had not reported her status. Maybe she really needed the air. Exiting the room more confused now then annoyed he looked up to see Kevin and Gwen staring at each other a bit longingly as they rambled on about nothing.

"That was fruitless." He said watching their reactions curiously.

"It always is with her." Kevin added tartly smirking at Gwen. Ben frowned maybe she _really_ needed to get that air.

"Anyway, about Vilgax." Gwen interrupted.

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Ben's phone went off in the middle of a heated discussion of the pros and cons of using Humogosaur in their battle plans. He looked at the screen reading the text. 'Back in room. See, told you he wouldn't notice.' Startled by the message he looked up at the clock. It had been a good three hours and not once had Kevin worried about Sarah.

"Whose that from?" Kevin questioned leaning over the couch to look at the screen. Hastily Ben clicked the message away his eyes darting to the bedroom door and back.

"Probably Julie." Gwen smirked winking at her cousin.

"Keep you on a short leash does she Benji?" Kevin leered. Shaking his head he stood up. "I think we've planned enough. I'm going home to sleep okay? Maybe you should check up on your girl she's be quiet this whole time. Gwen, lets go."

She nodded, "You're right. Good night Kev." Together they walked to the door Kevin behind them. All the while Ben had been listening and plotting with them but Kevin was his friend. He was starting to worry about Kevin's 'relationship' or lack of one.

"No need to alien up guys, I'll drive you home." Kevin smiled his hand on Gwen's back.

"But-" Ben ready to interject about Kevin's girl again when Gwen stopped him. "Let Kev drive us back. He wants to and it's only polite to accept." With a sigh he gave up and headed towards the GTO.

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"Interface complete. Online Tennyson, lets get this show started." Sarah responded into her unit. She could see through the display her mechomorph relayed to her.

"Alright lets go, this is your trial, lets make it good. Azmuth is watching." He laughed back slamming his hand on his unit. In a flash he was Echo Echo. He turned in his new shorter form to Sarah's mechomorph. "Ready to break some troops in?" He chuckled looking at the young eager plumber teens itching to earn their badge.

"Course Pops lets get crackin'." Her voice resounded from the mechomorph's glowing eye. Ben smirked charging towards the nearest half breed, part pyronite. The boy, Alan, caught fire and dodge Ben going straight for the weaker looking Mechomorph.

Ben grimaced hearing Sarah call him that. Granted it was true the way they acted, but he really felt old when she said that and he was only year older then her. "I don't think so." He heard her voice call out. He couldn't watch her right now. He had to properly train Gramp's new recruits. With Plumbers active once more on Earth they had gotten into a recruiting spree.

As it was Azmuth was using Sarah as a guinea pig. He had caught wind of Sarah's skills and smarts and was using her to try out new tech meant for human interface. She was hanging out in the Bellwood base hooked up to a system to control the blank mechomorph. The sight of her had disgusted him. Her face had been covered by a helm, her chest was black from the interface jacket and he hadn't been able to see her hands from all the wire worked in. She looked more machine then human when she was controlling the mechomorph. Kevin would kill him if he found out Ben had allowed her into the Plumbers. Not that he had a right.

His mental distraction gave a half breed another opening. He was shoved forward by Helen. The kineceleran rushed reckless forward nearly knocking Peirce over. Ben's multiplied screaming in Helen's direction. Startled by the noise she veered off course tripping instantly. Violently she rolled away no longer of his concern.

"Getting a little pummeled there Ben? Need some help?" Sarah's voice chuckled. The mechomorph flashed between him taking the shape of Diamondhide. "In honor of the great Ben Ten." She laughed picking Pierce up effortlessly and throwing him in the air towards Manny.

"Hey, he's not a potato bag!" Manny shouted back catching his partner in the air.

"Oh really? He looks like he'd taste good covered in gravy." Sarah shot back causing Ben to turn and look at her.

"Watch your mouth." He shouted as someone crashed into the back of one of his heads.

"What your back Tennyson." Alan laughed as he aimed for his second body with a fireball.

"As you should watch yours." Sarah hissed back her mechomorph changing in the air as she jumped at Alan. Instantly a Cannonball was crashing into Alan.

"Enough!" A hiss came over the speaker system in the arena.

"But we just started!" Manny cried out.

"I said enough, Someone take the Pyronite to the sick bay." Azmuth's voice spat acidly. Both sets of Ben's eyes shot towards Sarah's massive mechomorph laying on top of Alan. His fire was out and he wasn't moving.

"Oh snap. Is he going to be okay?" Her voice spilled out of the creature.

"He'll be fine, just a nap and medication to ward of his headache. You however I'm worrying about." The voice instisted.

Everyone turned to look at Sarah's form. "What about me? I'm fine."

"Nonsense, the merge was too good. Your human body is crashing my dear." Azmuth's voice didn't sound at all caring. In fact he sounded disappointed that his experiment was failing. Ben willed himself out of his Echo Echo form turning to Helen. "You, get to that part of the base now!" Helen nodded shooting out of the room. He clicked quickly at his watch trying to fight his hand from shaking. Kevin was going to kill him if Sarah died. Not to mention he would never forgive himself.

With a flash he was Jetray shooting towards the door. The halls were like a maze, but one that Ben had traveled so often he could get to the system control room with his eyes closed. Helen was already there following Azmuth's orders when he arrived. The system control room was dark only illuminated by the many lights of the machines.

"Check her pulse, we can't disconnect her from the system if her body is running high. She's only human, the shock would kill her." Azmuth stated blandly his eyes scanning a screen as he typed in endless streams of Alien gibberish.

"Azmuth whats going on?" Ben shot angrily transforming out of Jetray without a second thought. He ran up to the system chair looking at Sarah's hidden form. Her neck gleamed with sweat in the low light. He frowned seeing the fast pace rise and fall of her stomach and she fought to breath. How had she not felt her body doing this?

"The system is overloading her. To much integrations not enough barriers. She's running at the mechomorph's speed but her body is human." The tiny Galvan said not tearing his eyes away from the screen.

"What are you doing about it!" He stampered.

"Disconnect the right glove and hold her arm down." He ordered without looking at Ben. Ben didn't move unsure of which was helping her or if Azmuth was more worried about the experiment. "Do as I say. I'm trying to shut down parts of the program I'm trying to ease her out of the overload."

Nodding he maneuvered around Helen and popped open the right glove covered in wires. Instantly the white hand shot up shaking violently. Her fingers twitched without any sense of order. Ben took hold of the wild arm as it tried to get a good grip on the helm.

"Keep her restrained! If she breaks from the system too soon she'll die," Azmuth hissed, "Helen it should be safe to remove the chest plate. Do it."

He watched careful not to hurt Sarah as he kept her from slipping out of the armor. Helen awkwardly removed the large slab covering Sarah' chest. He watched her panicked breathing in worry. "How long has this been going on and why didn't she notice?" Helen asked her eyes filled with curiosity.

"What's going on I can't move my arm." Sarah's voice chimed in from the doorway where the mechomorph was and in her chair.

"Well that explains that..." Helen muttered waiting for her next orders.

"Stop using the system you simple child. Unhook her other hand." Azmuth snipped several holo displays floating around him now.

Helen wrestled down the other wild limb as Azmuth said nothing. Ben glared at the turning back to the creator of his greatest weapon. The short grey alien nodded to himself. "Disegaging mechomorph system in five, be ready, four, three, two, one." Ben snapped back to attention as Azmuth clicked on his screens. Sarah's small form arched in the chair as she screamed. He could only see her lips from under the helm but they were white. Worried he trying to keep her in the chair as she struggled from some unseen pain.

Helen pulled Sarah's arm off the chair dragging her body out of the system. Ben followed her lead forcing her to the ground. She continued to scream her eyes budging as they darted all over the room as though no one thing was worth keeping her eyes on. Out of the corner of his eyes Ben watched the mechomorph fall into a dead puddle on the floor. Azmuth's tiny little form jumped onto his shoulder and onto Sarah's bucking belly. He raised a little gun over his head and jammed the pointed tip into her side. He had seen Azmuth knock something out before with alien drugs but never a human. The effects were instant Sarah's screams lessened as did her struggling. In less then a minute she was asleep on the floor.

"What the hell just happened." Helen cursed looking at the chair in fear.

"As I said I did not put enough fail safes in place for a human conductor. She was too connected to the system, the information was an overload for such a weak body. I am trying to recreate the fusion Ship has with Julie Yamamoto but it seems giving direct control over to a human driver with no mechomorph interaction is dangerous. If I make some changes next time this won't happen." He mused walking over Sarah's body as though she were a floormat.

"Again? Like hell I'm letting her climb back into that machine."

"I don't believe the choice is yours Mister Tennyson." Azmuth knowingly. Ben sighed knowing this was true. As acting Magister of Earth Grandpa Max had officially inducted her as a Plumber. She was part of their policing of Earth from aliens whether Ben liked it or not.

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"Hey where the heck have you two been." Kevin grumbled from the kitchen counter as the two walked into his apartment.

"Out." Sarah lied smoothly as she did her best to look unfazed by her incident at the base. She walked pass Kevin without so much as looking at him twice. Ben shrugged at Kevin's questioning glance as he followed her to the bedroom.

"Want me to come in?" Kevin asked to Sarah's retreating back.

"No." She shot back as Ben entered the room. She slammed the door behind him and staggered to the bed.

"You can't keep hiding this from him you know that right?" Ben started. It was the same old argument he had with her. They had been shooting about the same words for six months now. Every since that night he had convinced her to play hooky. Ultimately the night Sarah had started lying to Kevin.

"I'll do what I like Ben. As I said he doesn't care." She added blandly turning her back to him. Sighing he crossed the room and took a seat on the bed next to her. "Ben..."

"Yeah?"

"Can I move in with you?"

He rested a hand on her shoulder. "You don't mean that."

"Of course I do, I'm tired of living here. With Plumber work picking up I'm going to be to tired to cater to Kevin's needs. It's not like we're even dating anymore. It's like I'm living and sleeping in the same bed as a stranger. We only get together to have sex and eat. He doesn't even call it love making anymore." She whined shrinking into a fetal position.

"But-" He tried. She stopped him, "I could always drop in a report about my parents and DCS would take me away or something."

"That's blackmail." He snipped.

"No it's called a bargaining chip. I'd rather live with your family Ben. I know I'm almost sixteen and I don't remember much of my family, I lost a lot of my mind when I was under control. I want to know what it's like before it's too late you know? I won't get that here." She sighed. He could tell she was falling asleep on him.

"Alright, I'll talk it over with my parents. See what they think, but you have to tell Kevin if they agree." He shrugged hoping his parents would deny the request. Though it might be good for Kevin and Sarah in the long run. They had moved awfully fast in their relationship. It had bloomed during Fuse's attack on Earth and no doubt had missed quiet a few building blocks.

"Deal." She yawned. He smiled once and patted her on the shoulder. Exiting the room he looked up to see Kevin still at the counter glaring at him.

"So where were you two?"

"We were out Kevin. I told you she wanted me to take her out to the mall." Ben said in his empty voice he had gotten use to using on his parents back when he was hiding his plumber work from them.

"Funny, Gwen was at the mall and didn't see you at all." He shot back putting down the sandwich he had been eating.

"It's a big mall Kevin." He answered again wondering if he should push to leave before Kevin asked deeper questions.

"Look Benji don't screw around on Julie let alone with my girlfriend." Kevin started his voice growing cold as he inched closer.

Ben laughed at this. "Me? Cheat on Julie? And why would I picked Sarah of all people. She's like a sister to me." More like a daughter, but he wasn't going to say that. Kevin visible relaxed.

"I still don't like how much you hang out with her..." He added as though he had nothing else to say.

"I only do it because you don't. She gets bored you know. Maybe when you aren't working or fighting aliens you can take her out for ice cream... or a smoothy." He laughing knowing that she liked them only because he had brainwashed her into such a thing.

"She's low maintenance, it's not like she's Gwen who needed to be pampered when we were dating."

"Kevin you missed her birthday." He sighed rubbing his forehead. Did Kevin just think she was going to stay there even if he didn't put any effort in.

"That was today? Is that why she is mad at me again?" He said a look of annoyed relief on his face.

"Try like two weeks ago." Ben frowned. Kevin had forgotten and Sarah seemed to have not cared to remind him. They were both at fault for their failing relationship. "Look, Kevin I have to go. Just... make it up to her somehow." He ignored anything else Kevin might have had to say and rushed to the door to get away.

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She was running another test with Azmuth. Ben was at her side, she could hear him. Her display was brilliant with the colors of the sky and daylight. This was their third run with the Mechomorph system, she hadn't crashed last time, but she still had been too connected. Hopefully this time she would be able to walk out of the chair under her own power. It would be nice. Ignoring the stray thought she urged the mechomorph on.

She was suppose to run the creature over town and back to see how it responded to long time orders. She had decided to take a small detour on it and drop in on Kevin. She was nervous, tonight was the night she was going to bring up moving out and see how he felt about it. Ben's parents seemed to love the idea of taking care of a girl. Guess Ben wasn't enough for his mother's maternal instincts she had been over for dinner several times and she had seemed ecstatic that her favorite friend of Ben's, next to Julie of course, wanted to live with them.

She ordered the mechomorph up the porch and slipped through the door of their complex. For a moment she was ill from the odd angle the display feed back to her, but she shook it off and made straight for their apartment. Slipping under the door once more she leered looking about for Kevin. He wasn't in the living room nor the kitchen. Both were his usual hang out spots when he wasn't sleeping. She could even see his half finished alien tech on the counter as she ordered the mechomorph to switch forms. She changed her mind almost as quickly sure that Kevin would go postal and attack her system if she opened the door with it. Again she slipped under the door to the bedroom looking for her boyfriend. She found him laying on his side in bed. He looked to be sleeping. Giving up considering the visit a lost cause she turned to leave, but she heard movement through the system. Looking back once more she saw Kevin on his back now with Gwen draped on top of him. They were kissing each other feverishly

Trembling she issued the recall order to the system feeling it shut down and go into autopilot.

"Get me out of this thing!" She hissed. Ben was instantly working at the system helping her out. With one hand free she pulled off her helm while Ben worked on the chest piece.

"What's wrong, there were no physical anomalies. Why did you stop the test?" Azmuth questioned in aggravation.

Both her arms free and able to move she pushed Ben out of the way pitching forward. She cried out in pain once before she felt her lunch come back up. She could hear Ben talking with Azmuth. "Replay the last bit of the feedback. Something she saw got her upset... really upset."

"I don't see what the issue is. It's just two humans mating." Azmuth said blandly.

"Uh... that's Kevin- her boyfriend... and Gwen. Guess you don't recognize them when they aren't on their feet." Ben said his voice empty.

"You humans all look the same if I can't see your face." the alien stated in boredom. "Guess this is the end of our tests today?"


	5. Chapter 6

Title: Look Upon Me

Rated: PG-13

Summary: In the face of the loss of Gwen, Kevin gets a new start but he's using his old rules. Trying to live a human life proves too much to handle.

AN: Well I went back and added some here and there to make a more cohesive story.

Rainbowbutterflyningas101 – Heh the story isn't for everyone. I like to challenge myself with weird characters. Sarah is a teenager. They are suppose to be sassy, back talking, annoying brats. As for the age difference.. yeah. No real relationship started until she was 14, high school age and can't keep kids from dating by then, and freshman and senior dating isn't unheard of. As for replacing Gwen, never gonna happen. In this chapter you will see that flame will never burn out. Even if you aren't a fan I hope you continue to read.

Spidyrocks-3 – It gets worse :3

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Sarah let her toes curled around the rim of the chair as she looked at the information crossing the screen. Ben had gotten her a computer for her new room. It was small but all hers. Formerly a unused guest room it was now hers, though she planned to redecorate as long as Ben's parents didn't mind. The comforter covered in brown paisleys was tossed on the floor surrounded by her school books and notebook paper. Last time, the first night in her new room had been amazing. She hadn't slept she was so terrified and thrilled at the new surroundings.

She hadn't had a room of her own in so long. The screen stopped processing the code she had put together. Clicking a button she set the program to run and turned away. She was only concerned with the crash information at the moment. A project she had started a school, now she could work on to her heart's content at home. Letting the rotating chair spin a few times she smiled. She would have to fill the room in blinding bright colors, the earthy tones were far to close to her old room, from her old life, before Fuse and Kevin.

Shaking her head she turned her thoughts to the scattered books. Ben's parents had given her spending money. She full intended to go to the book store and buy something new, not school related, or maybe new clothes. She couldn't decided. The first choice in leaving Kevin seemed to fill her life with choices. With a happy sigh she dropped to the floor laying no her back. The exhaustion of not sleeping and the slow keeping feel of comfort and safety she looked at the clock. Seeing the green lights from on top of her computer desk blinking noon at her she once more tried to sleep.

The knock on the door woke her up. Blearily she looked at the clock. It was four thirty, shaking her head she saw her computer was asleep and she had cocooned herself in the hideous comforter. "Come in," She croaked rubbing one of her eyes.

Looking at the door as it clicked open she saw Julie and Ben slip in. "So- when where you going to tell me you were moving in with Ben?" Julie snapped. Ben frowned looking as though he was ready to bolt. Sarah laid back down hoping that her ease at Julie's entrance would help Ben. She was surprised at how open Ben was when he thought no one was looking.

"Now actually, how are you Julie?" She mumbled covering her head with the blanket.

"Excuse me?" Julie snipped, "I found out my boyfriend has a girl living with him and neither of you think this is a big deal? What does Kevin think of this?"

She stilled instantly. She had had it all planned out how she would deal with Julie. Had almost any argument Julie could bring up answered. But the bitch had brought up Kevin. "He doesn't know." She answered honestly. She wondered how long it would take Kevin to realize she wasn't coming back.

"Oh that's rich. When were you going to tell me you were cheating on me?" She could picture the scene without looking Ben cornered against the door frame like a deer in highlights. Ben had been preaching to her about keeping her own relationship alive and here Julie was thinking he was cheating on her.

"Is that all you people think or do." She growled throwing the sheets up. She was on her knees hoping she was awake enough to move by now. Julie stopped her berating to look at her with anger. "The one who wanted it to work is either the one always not really cheating or the one that gets cheated on! Why is it always the person who tries harder the one that ends up with blame?"

"What are you talking about?" She snapped back crossing her arms.

"Why Ben dates someone like you is beyond me."

"Now hold on one minute." Julie looked at though she were going to hit her. Sarah didn't care if she got beat to death by tennis rackets, the beast she had been hiding inside her was finally coming out.

"No you hold on," She screamed rage taking her over, "I'm the good girl. I stand by and let all you fuckers guide me, control me, treat me like a kid. Well I have news for you I stopped being a kid when my parents died. I found myself someone to love, someone to protect me if I needed it, I let him go out time and time again and nearly get himself killed." She closed the distance between them still shouting, "I made it okay because he was out there protecting _me!_ Saving the world every day so there was a world for us to be together in! I even joined in on the fight, or the game whatever they call it these days. So I could say I was doing my part to. That I was putting my foot forward to make sure that when no one was watching his back I was!"

"This isn't about you." Julie growled. Sarah pushed her, "I'm Ben, I'm the dumb fuck saying okay, whatever, I love you, no problem it's yours, do what you want I want you happy. And still I'm the one getting cheated on..." Realizing she had gotten lost in her frenzy, in her life so similar to Bens but on the wrong side she dropped to the floor. "I'm sorry, I mean the one being accused of being a cheater."

Julie was silence as Ben slipped passed her, "Sarah you need to lay down. You've hardly slept, I'll be back later when I've spoken with Julie." She slapped his hands away when he tried to comfort her. He did not try again as she crawled across the floor and under the blanket. She wanted to die.

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Ben opened the door for Kevin letting his friend in. Gwen followed close behind. He did his best to keep his fast straight as he thought of what they had done. They had been playing cat and mouse with each other since Kevin had become good. It was a sick game, he wasn't entirely sure that the winner would actually come out a winner.

His mother was busying herself with picking up the plates from dinner. "Oh you have company over," Gwen smiled, "Julie and...?" Ben froze. Leave it to Gwen to count the plates. In the next room Sandra looked up her eyes focusing on Ben for a moment before she shuffled out of the room. He sighed, of course, his mess his mother wanted to see how he deal with it. He was almost sure she'd be ghosting in the next room waiting to see if she had to jump in as a head of house.

"What do you mean Julie and... He'd only ever have Julie over, no one else would be interested in Benny boy here." Kevin said his face betraying his mood. Though his voice came out cheery he looked extremely stressed.

"Five plates Kevin. Ben, Ben's Parents, Julie, and...? Who else is here Ben." Gwen said her voice going cold.

He nodded not bothering to hide it. There was no point they'd find out sooner or later. Might as well be now when there was help to back him up if Kevin got out of hand. "Sarah."

"What's she doing here?" Kevin said his eyes studying Ben.

"Upstairs playing video games with Julie." That was the truth per say. He wasn't ready just yet to say living with them. That would come if Kevin asked him about it. He was also thankful Julie had accepted everything that she had been told and no longer though Ben was cheating on her. Though he had no doubt it would take some time for Julie to get use to Sarah.

"Did you know she's been missing for two nights?" He shook his head. Missing to Kevin maybe, not to him. She had opted to stay the first night in the plumber barracks, to scared to intrude into Ben's life just yet. She had kept him awake last night playing music and staying up to all hours of the night doing whatever dysfunctional teens did. He'd have to get use to having a full time noise maker on the other side of wall.

"Well she has, least we found her, she's coming home right now." Kevin's voice left no room for rebuke, or at least in his mind it did. Ben didn't approve of what they had done and both Sarah and Kevin were robbing him from the ability to make the right choice. But Sarah's options were more viable then Kevin's.

"About that..." Ben started.

Gwen stopped him shifting from behind Kevin to stand beside him. "He's known where she was. He didn't even flinch when you said she was missing. What's going on Ben?" She sounded concerned and worried for Ben. Or maybe she was worried Ben was straying down the wrong path just as Julie had assumed.

"She's staying with me..." He said thankful his voice didn't crack. It didn't like having to admit these things, he hadn't wanted to be put in this spot but he wanted to fix Sarah's life. He had been part of screwing it up in the first place.

"You're stealing my girl?" Kevin growled taking a step forward. Gwen's hand shot up to his chest in defense.

"Why does everyone keep saying that!" He growled. Is this what the people who everyone called weird and confusing felt like? Ben knew the whole story, every side down to the period. But what people saw was only part of it. He saw Sarah for her faults, Kevin for his faults, and all of them for their mistakes and putting them in the situation. Julie was beginning to see the whole picture, and his parents didn't need to see it to help him.

Gwen was part of conflict, or at least that's what his literature teacher liked to call the home wreckers. Or was Gwen the hero and Sarah the conflict? Ben shook his head trying to keep his mind on situation before him and not on the whole picture. "Maybe because it's true?"

"Kevin!" Gwen hissed.

"I would never cheat on Julie!" Ben retorted stepping close to Kevin. Gwen put a hand up in warning but he ignored it. He was tired of the only person believing in his love for Julie being himself.

"Then why I my girlfriend staying with you!" Kevin pushed Gwen aside reaching for Ben. Ben felt a knuckle connect with his chin. He shook his head trying to get the dizzness to go away as he pushed Kevin back towards the open door. He hoped the neighbors were minding their own business. He didn't want anymore weird stresses on his parents.

"Because-" He was cut off as a pink mana swirl wrapped around his waist and lifted him off the ground. A matching one was pushing Kevin to the floor, but that didn't matter to him. He turned angrily to his cousin ready to blame her for all this but the words died on his lips. She was crying.

"Stop fighting! We're friends!" Looking back at Kevin he saw the old teen looking at the floor. Follow Kevin's lead Ben was determined to keep his silence. He wanted to keep his friends, he would not tell them what he knew until there was no escaping it. They would have to face that trial on their own.

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It was another mindless day punctuated by work and Plumber business. Kevin was driving down the roads trying to find some sense in the last month of his life. Ever since Sarah had moved out and started living with Ben. The fight with Ben still made him scowl. Gwen had been the ultimate mediator in that fight. Had gotten a few words of sense to pierce his thick skull and they had simply left. Now they only came by for mission planing and Gwen didn't even look at him coyly like she use to.

Granted not like they would have ever started really dating again. They had agreed to save her some pain by distancing themselves from each other. Gwen knew what lay in her future as an energy being. It had worked for a long time, they had been just friends. But his relationship has started to spiral with Sarah. She stopped willing putting out sex. It was a chore to get her in an agreeable mood. He wasn't even going to talk about how often she just lounged in their bedroom not doing anything. So when he finally broke down and had a day with Gwen he had felt a little better. For all of a few hours then the fact he had cheated on Sarah had set in.  
Of course now that he was ready to turn his relationship around and fix things was when she had decided to leave. He was alone again without even Gwen to comfort him and that painful emptiness came back to haunt him. He had forgotten such a painful time in his life easily when Sarah had come back to him. Why had he thought his actions were okay?

His eyes always focused on the road noticed a pair walking on the sidewalk. A tall guy, who looked as though he was a club bouncer, next to a shorter petite girl caught his attention. He recognized that honey blonde hair anywhere. "Sarah!"

He grinned rushing to park his car by the side walk without breaking any laws or his car. Slamming it into park he turned off the motor and dashed around the vehicle. He covered the distacne between them quickly.

"You overloaded again." The man insisted.

"Man you are far to much of a worry wart." Sarah laughing pushing the bulky man away.

"And you-" Kevin finally reach them tapping Sarah on the shoulder. Seeing her jump forward and spin on her feet so quickly startled him, had she always been that agile? He was surprised that she glared at him with such a cold stare before shock consumed her features.

"Oh. Hey... um... this is Kevin." She said waving her hand at her partner. The tanned man looked at Kevin eyes narrowed. He didn't like how close these two seemed. Had she already moved on and found a new boyfriend?

"Hello. My name's-" Her friend started, but went quiet as Kevin's Plumber badge went off. He looked down at the glowing interruption with contempt.

"Off with you now." Sarah said smugly shooing him off with her hand. He frowned noticing how pale her face looked. Was Ben not taking care of her? With a sigh he stepped forward itching to lay a kiss on her cheek before he rushed off but her friend stepped between them. Shaking his head he turned away and ran back to his car.

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"The Forever Knights? Didn't we finish these guys off?" Kevin grumbled slamming into a full suited knight.

"In our dreams. These guys are looking for tech to get off world and find the map makers." Ben chuckled as humungousaur plowing through the squad of knights as though they were tooth picks.

"Where is our back up Ben? You said Grandpa was giving us a dismantler!" Gwen huffed as she flipped in the air shooting out mana discs straight at some encroaching soldiers. The men all gave out cries as they were toppled backwards by the blasts.

"It should be here soon." He answered back using a knight as a bowling ball to knock three more over. Kevin was going to make a retort, but the knight he was barreling into was suddenly covered by a black ooze. He stopped in his tracks watching as the mechomorph made quick work of dismantling the suit.

He laughed as the helm was slung off by a boneless arm and tossed at another knight who tumbled forward from the sudden impact. At once both metal arms slipped off. The knight's human head appeared as the mechomorph whizzed away to dismantle the next knight. Startled the human took one look at Kevin's stoney facade and ran in the other direction.

Gwen encased several knight in a mana whip and slung them towards the mechomorph. "Hey! Here are some for you." She giggled. The mechomorph's "head" turned in their direction. Instantly it shot off it's current knight who was left with only his breast plate. The black alien spread like a blanket in the air covering the four offered knights. They struggled against the alien as it coated them and began to take their armor apart.

"Take it easy!" Ben shouted at the mechomorph. The concern seemed out of place in Kevin's opinion, but he wasn't sure why. The mechomorph's head appeared once more it's mass still working on the knights. It let out a mechanical chuckle it's circle winking at Ben before slipping back into it's mass.

Several knights and one dislocated arm later Kevin was sitting next to Gwen and Ben staring at the mechomorph. It was still and in an idle stance looking at all them. "Good job." He hissed clutching his arm.

"Kevin we need to get you to the hospital." Gwen interjected looking at his injured arm in concern. The mechomorph collapsed into a puddle that crawled along the floor towards him. He felt the weird cold mass cover his legs and climb up his body. He saw Ben and Gwen's confused looks as it encased his arm and pushed.

He cried out the sudden blinding pain causing him to fall backwards. The mechomorph's insubstantial weight disappeared from his sense as he tried to get air into his lungs. Anything to wash away the pain. "Thanks I think..." Ben muttered weakly looking at the machine.

"Trouble. Recall initiated." The mechomorph said mechanically suddenly jumping into the air and transforming into what seemed like a toy plane. It flew off before anyone could say anything. Kevin was just being to sit back up his arm fixed when Ben transformed into Jetray once more. "Ben where are you going?" Snatching Gwen by the arm as she began to take off after her cousin Kevin motioned to the GTO with his head.

"We'll be faster if we drive to wherever he's going. Whats in that direction?"

"The Bellwood Plumber installation." She said flatly glaring at the sky.

Kevin nodded guiding her to the GTO. They clearly still had some work to do to fix that damage from the fight weeks ago. He put it out of his mind as he pushed his keys into the lock.

{}{}{}{}

"I stand corrected. She's an excellent tester." Azmuth clapped looking at the figure floating in the gravity suspension tank. Ben nodded dwarfing the little alien as he too stared at Sarah in the tank.

"I'm glad you put the fail safes in. I worry every time she overloads, but I know it won't kill her now." He said distressed looking at the sleeping girl in the tank. She was still wearing the display helm which seemed pivotal to the function of the mechomorph system. The wires were gone upgraded to a sleek obsidian helm with a glowing green circle on it. Her arms bare only marred by the sleek gloves that let her interface with the program that ran the system. And the large chest plate had been upgraded to a sleek swimsuit that monitored her status.

"How'd she push it this time?"

"It's interesting to see how much a human can take before their system crashes so to speak." The Galvan began as he slowly hovered around the tank checking hologram displays that appeared at his touch. "She handled dismantling suit by suit just fine. She taxed herself doing six at once but it was in her range. It was when she analyzed the human body to reposition Levin's arm was when she crashed. The raw human data turned into mechomorph data and the projections of errors that sent her into shock."

"So your saying she can handle raw data fine but translated data crashes her?" Ben muttered trying to follow along with the alien.

"Essentially yes. It's that the translation from human to mechomorph is rather... what is the word. The translation turns a mole hill into a mountain. The difference between organic and synthetic is monumental. She only just completed the task before she gave into the shock. Though I suggest a rest for this one soon. All the sedatives used to bring her out of the overloads is going to start having an effect on her system. She might even get hooked on the drugs. The things I've learned through these experiments." Azmuth leered looking at another screen that highlighted his gray skin green.

"So it's not really a mechomorph?" Gwen's voice filtered in through the dark room.

Ben turned to the door with a frown. They shouldn't recognize her. She was to covered by the system, unless Kevin could tell who she was by just seeing her body form. Sarah's status as a Plumber had been kept secret for everyone's sanity. "No, it's not." Azmuth answered back his slow hover a fast streak across the tank now as the holograph displays overcame the clear view of Sarah. The galvan was darting back and forth over displays. "Oh these readings are wonderful. I think we've almost reach one hundred percent compatibility on the system with humans. Do you know whats this could mean for the Plumbers? Unmanned weapons, no fear that you fragile humans will break."

"That's a good thing." Kevin grunted entering the room behind Gwen as they both eyed the tank curiously.

"What started this idea." Azmuth turned to Gwen. Hovering away from the tank he sat on the little pad thinking. "Cooper. What a brilliant young mind. We've been collaborating on the creation of the Omnitrix. Since the original was destroyed we opted to revive the idea. However with a different goal in mind. Not such an easily abused one mind you." Azmuth smirked looking back at Ben who shrugged.

"Young Cooper suggested an unmanned weapon, much like your primitive military uses. We have been calibrating the system to interact with humans. After we polish this system on our alpha tester we intent to see how well it's calibration will work with another human."

"Really? Who drivers the tech?" Kevin said eying the red glowing deactivated system puddled in the corner.

"Plumber S-"

Ben stepped forward, "Gramp's newest recruit. Full human so he didn't want to put her in the field of battle just yet. I mean we have tons of half-breed recruits that he wouldn't have to worry about as much."

Azmuth glared at Ben's interruption. "As I was saying Sarah's willingness to work with the system has been extremely helpful, though frustrating at the start. I was beginning to think using humans would only end in user death."

"What?" Kevin blanched his eyes darting straight to the suspension tank.

"Ben did you know?" Gwen glared at her cousin. He gave a mute nod not even willing to look at his partners. They weren't going to be happy with him, albeit for different reasons, but still unhappy. As if on cue Sarah stirred in the tank. Disengaging the gravity system he watched his friend float to the ground and exit the chamber still blind with her helm on.

"Azmuth." She slurred for a moment shaking her head her hair falling out of the helm. "I think you need to lower the drugs. I feel like I have cotton balls in my mouth. I just need enough to stop the overload not knock me out." Ben watched biting his bottom lip as the girl stuffed a glove finger into her mouth touching her tongue. "Maybe even rig and injection into the neck or something. Spraying sedatives straight into my mouth. Not kosher fast acting alien stuff or not."

Gwen and Kevin watched silently as the girl seemed unwilling to remove her helm and see them. "Noted. Any other suggestions?" The tiny alien questioned. He was always obviously to negative emotions it seemed.

"Um.. lemme think. The recall system is better. Though maybe a better system then saying 'trouble'. Maybe put a diagnostic in so that anyone working with the system will hear something like... 'User Incapacitated, or System Autopilot.' you know? Something more helpful so every time I engage autopilot Ben doesn't think I've died."

"You have been very helpful though I must admit anytime you engage autopilot you do tend to be crashing. Any suggestion helps improve the system. Anything else?" Ben could almost feel one of his friends ready to explode. But still they remained silent watching Sarah remove her gloves. She pause for a moment tilting her head.

"Azmuth why are the dominant systems reading five life forms in the room."

"Because you have some explaining to do." Kevin finally said. Instantly Sarah was fumbling with the helm. Ben was almost positive she had pulled hairs out when she tore the helm off. Looking forward she frowned at Gwen and Kevin. "Suppose I couldn't keep it a secret forever. Not like there is any explaining past this. I'm a Plumber big deal."

"Why did you leave?"

"Keep your petty arguments out of my lab. If you have nothing to say to improve my experiment please leave." Azmuth interrupted floating between them. Kevin looked livid, but followed Gwen as she pulled him from the room.

"Sarah before you ask I'm not going to make them leave." Ben sighed finally glad all the hiding was over.

"I know. Don't worry I'll talk to Kevin and Gwen. Get! I have to change. I'm not talking to them in this." Sarah grumbled waving at her system suit. Ben nodded heading towards the door. Shutting the entrance behind him he turned to Gwen and Kevin with a weak smile.

"How long has she been a plumber?" "Why didn't you tell me?" The both chimed in at once. He shrugged his mouth working faster then his mind, "Azmuth needed someone, she was bored, and she doesn't trust either of you."

This seemed to quiet Kevin who frowned. Gwen however was another matter. "Trust us? Why would she not trust us! We're her friends!"

"She caught you two." He answered feeling his mouth dry out. Gwen's anger flared out as she took a step back her face turning red. Kevin looked at the floor leaving Ben to wonder what was going through his mind.

"So that's why she moved out so fast." The door swished open as Sarah slinked out in jeans and a loose t-shirt with the system suit draped over her shoulder. She looked at them with an empty smile quiet for a moment her clear blue eyes filled with arrogance.

"Ah no. I moved out because I was planning on it even before Levin cheated on me. He just helped me move out without saying anything." She shrugged standing next to Ben. "And before you blame anything on Ben he didn't lie, he merely didn't tell you everything, because I asked him to. It's not like I was ready to see you two." She smirked for a moment staring directly at Kevin who chanced at glance at her. "I'm still not ready to be honest. But I won't make Ben keep my secret anymore. From today onwards I'll be working as part of your team from this base, so may it be a pleasure working with you."

Gwen frowned still unable to say anything. Kevin to was mute back to staring at the floor. Shrugging she walked away without saying anything else. "I'm going to go meet Julie... see you guys later." Ben muttered trying to carefully escape without looking completely guilty.

"What are you going to do..." Gwen whispered to Kevin. She looked up finding them alone. They hadn't been alone since that guilty day. She still loved Kevin. Oh how she still loved him, but she was part Anodite. She had already transformed enough that she could remember that powerful empty feeling. Every time she turned into her true form more of her human self burned away. Nursing her feelings for Kevin and her family were a lost cause. She would out live them and eventually stop feeling them. Her grandmother probably longed to feel the things she felt as a adolescent Anodite. Anyone who truly was in love wouldn't so willingly leave when she was so wanted.

"I don't know... I thought she didn't know. I- I regret it, but how can I even make it up to her?" he said desperation clear on his face. Gwen shook her head helplessly. "I miss her so much." He sighed reaching out to cling to Gwen.

"Kevin I think the first step is to stop... being friends." She said painfully. It would be better for both of them in the long run. She could see that now. Sarah would no longer trust Kevin around her. And in distancing herself from him the split when she lost all her humanity would less painful.

He looked up at her longingly for a moment. She frowned at him causing him to nod, "Yeah... guess we're really over."

"We were over when you started dating Sarah. We just didn't let it die." She smiled softly pushing him off her. "See you when I see you Levin."

"Later Tennyson," He smiled sadly back.


End file.
